Exhibit 10.6





Exhibit 10.6









RESULTS GUARANTEE AGREEMENT between PAVILION TECHNOLOGIES, a Division of
Rockwell Automation, Inc. (“Pavilion”) and CARDINAL ETHANOL LLC. (“Customer”) dated
effective as of the 30th day of September, 2009.



The parties to this Results Guarantee Agreement are also parties to a Master License Agreement
No. PA V00674 dated effective as of September 30, 2009, (“MLA) providing for the license of certain
Pavilion products (as described in Schedule A of the MLA), and a Master Services Agreement No.
PAV00674 with Work Assignment No. 1 under which consulting services relating to the software are
provided (collectively referred to as the “Pavilion
Solution”). All terms not defined herein shall have
the meanings set forth in the MLA.




	 	1.	 	Evaluation Term: The Evaluation Term shall commence upon completion of
Commissioning, and shall terminate thirty (30) days thereafter.







	 	2.	 	Evaluation Term
Support: Pavilion shall, during the Evaluation Term, provide consulting
services to assist Customer in obtaining performance and return on investment from the
Pavilion Solution.







	 	3.	 	Evaluation by
Customer: During the Evaluation Term, Customer may evaluate performance
of the Pavilion Solution in whatever manner Customer chooses.






If the Pavilion Solution does not provide adequate results during the Evaluation Term, Customer
may, by written notice to Pavilion at any time during the Evaluation Term, terminate all further
obligations it may have to make additional payments against the Pavilion Solution not providing
adequate results and return the Pavilion Solution to Pavilion. If
Customer elects to return the Pavilion
Solution within thirty (30) days after the start of the Evaluation Term, Pavilion will refund to Customer
all payments made by the Customer against the Pavilion Solution so returned, except for those for
commissioning services in the amount of 10% of the fixed fee price as set forth in Work Assignment
No. 1. No right of return extends to any non-Pavilion item.



Both parties intend that the foregoing evaluation shall be made in good faith. Thus, if Customer
fails
to commission the Pavilion Solution within four (4) months after delivery of the configured software to
Customer, or if Customer ceases or significantly reduces the economic viability of the process on
which the Pavilion Solution is installed, Customer has no right to return the Solution and
this Results Guarantee Agreement is terminated.



					
	 	 	 	 	 
	PAVILION TECHNOLOGIES

PROPRIETARY AND CONFIDENTIAL
	 	 	 	PAV00674

09/30/09





 


 









 





In the event Customer deems the performance of the Pavilion Solution inadequate, the foregoing
right of refund and termination shall constitute Customer’s sole remedy and Pavilion shall not be
liable for damages or otherwise.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Pavilion	 	 
	Customer	 	 	 	PAVILION TECHNOLOGIES	 	 
	CARDINAL ETHANOL LLC	 	 	 	A Division of Rockwell Automation, Inc	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jeffrey L. Painter	 	 	 	By:	 	/s/ Greg Jackson	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey L. Painter
	 	 	 	 	 	Name:
	 	Greg Jackson	 	 
	 

	 	Title:
	 	President/CEO
	 	 	 	 	 	Title:
	 	Presidnet — RA Pavilion	 	 
	 

	 	Date:
	 	October 14, 2009
	 	 	 	 	 	Date:
	 	October 14, 2009	 	 






					
	 	 	 	 	 
	PAVILION TECHNOLOGIES

PROPRIETARY AND CONFIDENTIAL
	 	2
	 	PAV00674

09/30/09





 


 









 





PAVILION TECHNOLOGIES

A Division of Rockwell Automation, Inc.




MASTER LICENSE AGREEMENT NO. PAV00674




This Master License Agreement (“Agreement”) is entered into this the 30th day of September, 2009
(the “Effective Date”) between PAVILION TECHNOLOGIES, a Division of Rockwell Automation, Inc.
(“Pavilion”), a Delaware corporation with its principal offices at 10415 Morado Circle, Building
III, Suite 100, Austin, Texas 78759-5638 and CARDINAL ETHANOL LLC, an Indiana limited liability
company (“Customer”) with offices at the address set forth in Section 12. In consideration of the
mutual covenants and promises set forth herein the parties agree as follows:



1. SOFTWARE LICENSE. Subject to the terms of this Agreement,
Pavilion hereby grants to Customer a non-assignable, nontransferable,
non-exclusive fee-bearing, term, limited license to use the Software in
object code form only for its own internal purposes at the Designated
Location. The Software is the object code version of the computer
software specified on Schedule A, including software-related methodology
and related formal documentation provided by Pavilion. The Designated
Location is the site owned and operated by Customer and specified on
Schedule A. Additional schedules describing additional Software may be
executed by the parties. Upon execution of each such Schedule A by
each party, such Schedule A shall be incorporated by reference as part of
this Agreement and the additional software products described in such
Schedules shall be deemed “Software” under the terms and conditions of
this Agreement. Customer shall not move the Software from the
Designated Location set forth in the application Schedule A without the
prior written consent of Pavilion. Customer acknowledges that the
Software includes a license manager which restricts the installation
and use of the Software if it is used or moved in an unauthorized
manner. Customer will not, nor will it allow any other person to, modify,
enhance, reverse engineer, disassemble, delink, or create derivative
works of the Software. Customer will not use the Software for any other
purpose or on behalf of or for the benefit of any third party (including, but
not limited to a service bureau arrangement) except as expressly
authorized in this Agreement. For purposes of administrative
convenience, Pavilion may include program code, which Customer is not
licensed to use along with the copy of the Software distributed to
Customer. Customer agrees that it will only use those portions of the
Software code to which it holds a license from Pavilion. Customer may
make only the minimum number of copies of Software necessary for
technical or archival reason and will mark each copy with a clearly legible
copyright and confidentiality notice of Pavilion. Pavilion reserves all rights
not expressly granted herein. No other rights, whether implied, by
estoppel or otherwise, are granted, by this Agreement.



2. SOFTWARE SUPPORT. For a period of ninety (90) days from
completion of Commissioning or twelve (12) months from the effective
date of the applicable Schedule A, whichever occurs first, (the
“Initial
Support Period”) Pavilion will provide Customer with the following support
services (“Support”) at the Designated Location at no additional charge.
Commissioning of a Solution is considered complete when the Solution
(including all available and functioning MVs) has operated for one week
without a documented fault and with at least a 90% on-control factor. On-control factor is defined as the Software in cascade with available MVs
90% of the time the process database, the communication server, and the
process is available. This test is valid only within the operating regions
experienced in the process data used to build the model. Unusual or
upset conditions shall not be considered valid for this on-control factor
test. Documented faults, if they occur, shall be provided to Pavilion in
writing with a clear explanation of any symptoms and related events.
Further clarifications may be required to enable a timely and expeditious
resolution. Notwithstanding the foregoing, if completion of Commissioning
is delayed by Customer through no fault of Pavilion, the Commissioning of
the Solution shall be considered complete 30 days after Pavilion’s delivery
of the developed models ready for Commissioning. Thereafter, Pavilion
will provide Customer with Support for the current version of the Software
at the Designated Location for an initial period of time and for the fee
described on Schedule B in accordance with Pavilion’s then-current
support procedures:




	 	•	 	Corrections and resolutions for problems that Pavilion diagnoses as defects in a
currently supported version of the base Software as are generally made available by
Pavilion;







	 	•	 	All modifications, refinements, and enhancements (“Improvements”) which Pavilion
elects to incorporate into and make a part of the base Software and which Pavilion does
not elect to separately price or market;







	 	•	 	New releases of the Software which Pavilion elects to make
available to its general client base as part of Support; and







	 	•	 	Access to any electronic support systems, which may be
offered by Pavilion to its general customer base as part of
Support.






Pavilion will continue to provide Support for additional one year terms for Software at Pavilion’s
standard then-current fees unless Customer provides a cancellation notice to Pavilion at least
thirty (30) days before the end of the initial or any additional terms. Customer agrees that all
Improvements and new releases must be promptly implemented into the Software or the Software may
be rendered unusable or nonconforming to Pavilion’s standard specifications, and to release
Pavilion from any liability arising from its failure to implement Improvements and new releases.
Support does not include support for any third party software. Customer will not alter Software
and in no event will Pavilion be obligated to support or maintain any alteration which is not
distributed by Pavilion to its general customer base. Customer understands that if it alters the
Software subsequent Improvements or new releases may be rendered unusable.



3. SERVICES. Pavilion may provide services other than Support at
Pavilion’s then-current rates plus reasonable out-of-pocket expenses, or
under the terms of a Pavilion Master Services Agreement.



4. PAYMENT. Customer will pay Pavilion the fees shown on the
applicable Schedule within thirty (30) days of the payment due date. All
past due amounts are subject to a late charge equal to the lower of 1.5%
per month (which is the equivalent of 18% per annum) or the highest
lawful rate, beginning on payment due date. The charging of interest is
not a consent to late payment. All payments will be in U.S. dollars or such
other currency as Pavilion may designate. Prices and charges do not
include any amount for any taxes or other charges applicable to the
licensing, installation, support or use of the Software, and Customer
agrees to pay all such charges within ten (10) days after Customer’s
receipt of an invoice or statement from Pavilion or the taxing authority or
to reimburse Pavilion for all such charges. Customer will not be entitled to
deduct the amount of any such charges from payments made to Pavilion.



5. DELIVERY AND TRAINING. Pavilion will deliver to Customer one (1)
copy of the Software in object code and one (1) copy of Software
documentation, each on the medium regularly furnished to its general
customer base. Pavilion will assume risk of loss or damage to the
Software’s physical media while in transit to the Designated Location.
After delivery, Customer will assume risk of loss or damage. Customer’s
employees may participate in Pavilion’s scheduled training programs held
at Pavilion’s offices, if Customer is currently on Support. Training fees will
be at Pavilion’s then-current rates, unless otherwise agreed, and payment
due at the time of registration.



6. TERMINATION. In addition to the termination rights granted under
Section 9 (Limited Warranties and Disclaimers) and Section 10
(Indemnification), this Agreement, or any license it creates may be
terminated by either party by notice in writing for a material breach by the
other, which is not corrected within thirty (30) days from the date such
notice is given. Upon expiration or termination of this Agreement or any
license hereunder, Customer will promptly discontinue use of and destroy
any copies of the affected Software and Confidential Information in its
possession or control and provide Pavilion with a certificate, signed by a
duly authorized officer of Customer, that it has complied with this
provision. Pavilion reserves the right to terminate this Agreement
immediately by written notice to Customer (a) if Customer (i) fails to timely
make all payments due under this Agreement, (ii) breaches any of the
restrictions on use, assignment, or disclosure of the Confidential
Information, or (iii) becomes insolvent or unable to pay its debts as they
become due; or (b) if voluntary or involuntary bankruptcy proceedings are
instituted by Customer or against Customer, or a receiver or assignee for
the benefit of creditors is appointed for Customer. The termination of this
Agreement will not prejudice the right of Pavilion to recover any fees due
it at the time of termination. Customer agrees to pay the fees, costs, and
expenses (including reasonable attorneys’ fees and expenses) reasonably incurred by Pavilion
related to Pavilion’s enforcement of its rights or as result of a material breach by Customer of
its obligations under this Agreement. Sections 4 (Payment), 6 (Termination), 7 (Confidential
Information), 11 (Limit of Liability), and 12 (Notices) will survive any expiration or termination
of this Agreement or any license created hereunder.



					
	 	 	 	 	 
	PAVILION TECHNOLOGIES

CONFIDENTIAL AND PROPRIETARY
	 	PAGE - 1 -
	 	MLA NO. PAV00674

09/30/09







 


 









 







7. CONFIDENTIAL INFORMATION. During this Agreement it may be
necessary for Pavilion to disclose proprietary or confidential information
(“Confidential Information”). Confidential Information includes, without
limitation, the Software, including its code, algorithms, logic, design,
procedures, internal databases, structure, system, organization, and
documentation, support software, technical knowledge or ideas and
related materials including all intellectual property rights and information
about Pavilion’s internal affairs and business, and the terms and
conditions of this Agreement. Customer agrees to protect the
confidentiality of the Confidential Information, prevent its unauthorized use
or dissemination, use it only for purposes related to the performance of
this Agreement, and keep it free and clear of claims, liens and
encumbrances. Customer will restrict access to Software and Confidential
Information to full-time employees who have a bona-fide need for such
access, are under written agreement as part of their employment to
protect third party confidential information entrusted to Customer, and
have been notified by Customer of the obligations related to Confidential
Information imposed under this Agreement. Customer will require each of
its employees having access to the Confidential Information to specifically
waive any and all rights which Customer or its employees may acquire in
the Confidential Information by virtue of any access or use. Customer
acknowledges and agrees that Pavilion will have unlimited rights to use,
reproduce, and distribute during the term of this Agreement any know-how, ideas, inventions, or trade secrets which are in any way based on,
derived from or related to Customer’s use of the Software except that
such know-how, ideas, inventions, or trade secrets shall not in any event
include any Confidential Information of Customer. Pavilion is entitled,
without waiving any other rights or remedies, without the necessity of
proving that Pavilion has no adequate remedy at law and without posting
a bond, or such injunctive or equitable relief as may be deemed proper by
a court of competent jurisdiction. Customer agrees to notify Pavilion
immediately of any unauthorized possession, use, or knowledge of any
item supplied under this Agreement, will promptly furnish details of such to
Pavilion, will assist in preventing a recurrence of such unauthorized
activity, and will cooperate in any litigation against third parties deemed
necessary by Pavilion to protect its proprietary rights. Customer’s
compliance with this provision is not a waiver of Pavilion’s right to recover
damages or obtain relief against Customer for negligence or intentional
harm to its proprietary rights, or for breach of contractual obligations.
Pavilion may enter upon Customer’s premises during Customer’s regular
business hours to inspect documents, data and software in order to
review compliance with the provisions of this Agreement or to remove
Software upon termination of this Agreement.



8. OWNERSHIP OF INTELLECTUAL PROPERTY. Customer agrees that all right, title and interest in the
Software and Confidential Information, related documentation and any derivative works thereto as
delivered by Pavilion and as modified, enhanced, added to, or otherwise developed (whether created
by Pavilion or Customer or a third party, in whole or in part), including all copyrights, patents,
trade secrets, trademarks, trade dress and other proprietary rights, and all copies thereof will
belong solely and exclusively to Pavilion and will be subject to this Agreement. Without limiting
the generality of the foregoing, Customer agrees that such items constitute and are based on the
confidential information and trade secrets of Pavilion. To the extent that such ownership does not
vest in Pavilion by operation of law, Customer hereby assigns such ownership to Pavilion. Customer,
upon request, will make reasonable further assurances as may be necessary to confirm Pavilion’s
ownership of the same.



9. LIMITED WARRANTIES AND DISCLAIMERS. Subject to the
limitations in this Section 9, Pavilion warrants that for a period of ninety
(90) days from Commissioning of the Software solution (the “As-Documented Warranty Period”) the Software will operate in accordance
with the applicable Pavilion documentation (the “As-Documented
Warranty”). The As-Documented Warranty is made for the Customer’s
benefit only and does not apply to: (a) the extent the breach is caused by
the use of the Software as modified by any person other than Pavilion if
there would not have been a breach by the use of the unmodified Software; (b) use of the Software
other than in accordance with the documentation; (c) errors or bugs caused by defects, problems or
failures of hardware or software not provided by Pavilion; and (d) errors or bugs caused by the
action or inaction of any person other than Pavilion. No instance of noncompliance with the
As-Documented Warranty will be deemed a breach of such warranty unless reported in writing as
described in this Section 9. Pavilion does not warrant uninterrupted or error free operation or
that the Software will work with Customer’s hardware, systems, and other software. This warranty
does not apply to any third party software provided by Pavilion for use with the Software.
Customer will promptly notify Pavilion prior to the end of the As-Documented Warranty Period if
the Software substantially fails to perform the material functions during the As-Documented
Warranty Period and provide such assistance as reasonably required by Pavilion to enable Pavilion
to diagnose and replicate the nonconformity. Such notice will provide Pavilion with a reasonable
description of the alleged noncompliance. If Pavilion is able to verify that such failure is
caused by errors in the Software as provided by Pavilion, Pavilion will use commercially
reasonable efforts to correct the nonconformity within a reasonable period of time following such
verification. If Pavilion is unable to correct the nonconformity within such time period, Pavilion
may, in its sole discretion either, (a) replace the Software or (b) terminate the license and
refund to Customer a pro-rata portion (computed over a 60 month period from the effective date of
the applicable Schedule under which the affected Software was licensed) of all initial license
fees paid for such Software. The remedies in this Section 9 are the sole and exclusive remedies
for any breach of the As-Documented Warranty. Warranty satisfaction is available only if
Pavilion’s examination discloses that any alleged defect has not be caused by misuse, neglect,
improper installation, operation, maintenance, repair, alteration, or modification by other than
Pavilion, The software is complex and may contain some non-conformities, defects and errors.
PAVILION DISCLAIMS ANY AND ALL PROMISES,
REPRESENTATIONS, AND GUARANTEES NOT EXPRESSLY SET
FORTH IN THIS AGREEMENT. NO STATEMENT IN THIS
AGREEMENT OR ANY OTHER PAVILION DOCUMENT IS INTENDED TO BE A WARRANTY UNLESS IT EXPRESSLY STATES IT
IS A WARRANTY AND PAVILION MAKES NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES, REPRESENTATIONS OR
CONDITIONS OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR
FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR
USAGE OF THE TRADE.



10. INDEMNIFICATION. Pavilion will defend any suit or proceeding (the “claim”) brought against
Customer alleging that the then current version of the Software, when properly used within the
scope of the Agreement and Pavilion’s specifications and documentation, infringes a United States
patent or copyright or misappropriates any third party trade secret or other proprietary right
(“Infringement”), provided that Customer: (a) promptly informs Pavilion in writing of the claim;
(b) gives Pavilion the sole right to control the defense and settlement of the claim; (c) provides
all necessary information and assistance for such defense and/or settlement; and (d) take no
position adverse to Pavilion in connection with the claim; and provided that the claim is not based
upon or arises out of: (e) a configuration or modification of the Software made, specified, or
requested by Customer; (f) the use of the Software in a Customer or third-party process or
application; or (g) the use of the Software in combination with other equipment, software, or
materials not supplied by Pavilion. If Pavilion is obligated to defend and items (a) — (g) above
are fulfilled, Pavilion will pay all costs and damages finally awarded or agreed upon by Pavilion
that are directly related to the claim. Pavilion’s obligations under this indemnity will be
fulfilled if Pavilion, at its option and expense: (h) procures for Customer the right to continue
using the affected Software; (i) replaces the Software with non-infringing software having
functionality similar to that of the Software; (j) modifies the Software to make them
non-infringing while retaining similar functionality; or, (k) if (h) — (j) are not commercially
practicable, refunds to Customer all initial license fees paid by Customer for the terminated
license, less an amount equal to one sixtieth (1/60th) of such license fees for each
month or any portion thereof which has elapsed since the effective date of the


					
	 	 	 	 	 
	PAVILION TECHNOLOGIES

CONFIDENTIAL AND PROPRIETARY
	 	PAGE - 2 -
	 	MLA NO. PAV00674

09/30/09







 


 












 




Schedule under which the copies of the terminated Software was licensed, in exchange for return of the Software. In
the event that Pavilion exercises option (k) above, Customer will immediately cease using the
affected Software or portion thereof. THE TERMS OF THIS SECTION 10 STATE PAVILION’S SOLE
LIABILITY WITH RESPECT TO ANY CLAIM REGARDING THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
RIGHT BY SOFTWARE OR ANY PART THEREOF. Pavilion will have no liability for any claim of
Infringement based on (1) use of other than a current, unaltered release of Software available
from Pavilion if such Infringement would have been avoided by use of a current, unaltered version
of the Software, or (2) use or combination of the Software with non-Pavilion programs or data, if
such Infringement would have been avoided by the use or combination of the Software with other
programs or data.



11. LIMIT OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT OR THE
FORM (E.G., CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) IN WHICH ANY LEGAL OR
EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT WILL PAVILION BE LIABLE HEREUNDER FOR DAMAGES OR ANY
REMEDY FOR ANY BREACH OR SERIES OF BREACHES UNDER THIS AGREEMENT, WHICH IN THE AGGREGATE EXCEED
THE LESSER OF $2,000,000. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
WILL PAVILION BE LIABLE TO CUSTOMER FOR ANY DAMAGES OTHER THAN ACTUAL DAMAGES. SPECIFICALLY,
AND WITHOUT LIMITING THE FOREGOING, PAVILION WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT
OR FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
OPPORTUNITY, PROFITS, USE, OR SAVINGS) OR FOR ANY CLAIMS OR DEMANDS BROUGHT AGAINST CUSTOMER, EVEN
IF PAVILION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PAVILION DISCLAIMS ALL
LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY BUT NOT
REQUIRED OF PAVILION. THIS LIMITATION OF LIABILITY WILL BE ENFORCED, EVEN IF ANY EXCLUSIVE
REMEDY FAILS OF ITS ESSENTIAL PURPOSE.



12. NOTICES. Any notice required or permitted to be made or given to either party will be deemed
sufficiently made or given on the date sent if made in English, sent by prepaid certified or
registered mail, return receipt requested, or sent by confirmed facsimile or internationally
recognized overnight courier to such party addressed to it at the address below, or to such other
address as it will be designated by written notice to the other party as provided for in this
Section 12.



	 	 	 
	Pavilion:	 	Customer:
	 
	President — RA Pavilion	 	Legal
	10415 Morado Circle

	 	1554 N. 600 East
	Building III, Suite 100

	 	Union City, IN 43790
	Austin, Texas 78759 USA
	 	 
	Telephone: (512) 438 1400

	 	Telephone: (765) 964 3137
	Fax: (512) 438 1401

	 	Fax: (765) 964 3349
	Cc: Contracts Manager

	 	Cc: Contracts Manager






13. ASSIGNMENT. Neither party may transfer, whether by assignment, sublicense, merger,
consolidation, operation of law, or otherwise any rights or obligations under this Agreement
without the other party’s prior written consent, except that either party may assign the Agreement
to a party acquiring substantially all the assets of the assigning party or an Affiliate The
consent to any particular assignment will not constitute consent to further assignment. This
Agreement will be binding upon the parties and their respective successors and permitted assigns.
Any transaction in contravention to this Section will be null and void.



Any unauthorized assignment will be void and of no effect. Notwithstanding any permitted
assignment, succession, dissolution, bankruptcy, merger or acquisition of or by Customer,
Customer’s obligations (a) to make full payment in accordance with the provisions of this
Agreement; (b) to maintain confidentiality in accordance with Section 7; and (c) to preserve
Pavilion’s ownership rights to the
Confidential Information will survive any such occurrence, and Customer will remain the primary
obligor.



14. GENERAL.



Waiver. No waiver will be implied from failure to enforce a party’s rights on
one or more occasion and will not affect the right of such party to enforce each provision of this
Agreement. The remedies provided in this Agreement are cumulative and each party may exercise all
remedies available to it.



Headings, Constructions. Headings are inserted solely for convenience and will not affect
construction or interpretation of this Agreement. The parties agree that the terms of this
Agreement are the result of negotiations between the parties and will not be construed strictly in
favor of or against either party.



Severability. If any provision of this Agreement is held unenforceable, such provision
will be severed, and the remaining provisions will be enforced.



Limitation on Actions. Except for Customer’s breach of Sections 1 (Software License), 4
(Payment), 7 (Confidential Information), or 13 (Assignment), no action related to this Agreement
or the rights granted hereunder, regardless of form, may be brought by either party more than two
years after the cause of action has accrued.



Force Majeure. Pavilion will be excused from delays
in performing or from its failure to perform hereunder to the extent that such delays or failures
result from causes beyond its reasonable control (including, but not limited to, power loss,
telecommunications failure, computer systems failure, fire, flood, other natural disasters, war,
strikes, labor trouble, riots, or civil disobedience).



Export Compliance. Customer acknowledges that the Software and related materials are
subject to the export license regulations of the United States. Customer will not export or
re-export the Confidential Information, or any portion thereof, including the Software, directly
or indirectly (including via remote access) outside of the United States unless it complies
strictly with all laws, rules and regulations, including all restrictions imposed on end users of
the Software and related materials.



Merger, Amendments. This Agreement and any Schedules including any applicable Pavilion
Results Guarantee constitute the sole, full, and complete agreement between the parties with
respect to the subject matter hereof and supersedes any and all prior and contemporaneous
communications, representations, warranties, conditions, understandings, proposals or previous
agreements between the parties, whether oral or written. It will not be modified or supplemented
except by a written agreement dated and signed by duly authorized officers of both parties. Any
term or condition of any purchase order or other instrument issued by Customer that is in addition
to or inconsistent with a provision in this Agreement will not be binding on Pavilion.



Governing Law, Dispute Resolution. This Agreement will be exclusively governed, enforced
and controlled by the laws of the United States of America and the State of Indiana, without
regard to choice of law and conflicts of law principles. The parties agree that this Agreement is
not a contract for the sale of goods. It will not be governed by any codification of Clause 2, 2A
or 2B of the Uniform Commercial Code, UCITA or the United Nations Convention on the International
Sale of Goods. Customer consents and submits exclusively to courts of competent jurisdiction
located in Indiana for the resolution of any claim or dispute relating to this Agreement. Customer
agrees that the software is protected under U.S. copyright law and the Berne Convention. Pavilion
is an Equal Employment Opportunity and Affirmative Action Employer under United States Executive
Order 11246.



Waiver of Sovereign Immunity. Customer expressly acknowledges and agrees that this Agreement is a
commercial agreement, and the subject matter of this Agreement is a commercial transaction.
Customer expressly waives any and all defenses of sovereign immunity to which Customer might
otherwise be entitled.



Registration of Agreement. Customer will be responsible for obtaining any permits or registrations
required by any governmental body or regulatory agency for the import and use of the Software into
any other country in which Customer is permitted to use the Software, for Customer to make payments
under this Agreement, for this Agreement to be enforceable in any country in which this Agreement
must be registered, for Pavilion personnel to perform the services under this Agreement or for
Customer personnel to attend training provided by Pavilion. If a translation is necessary, Customer
will provide such translation at no cost to Pavilion.



	 	 	 	 	 
	PAVILION TECHNOLOGIES

	 	PAGE - 3 -
	 	MLA NO. PAV00674
	CONFIDENTIAL AND PROPRIETARY

	 	 	 	09/30/09





 


 









 





Third Party Beneficiaries. Each party intends that this Agreement will not benefit, or
create any right or cause of action in or on behalf of, any person or entity other than Customer
and Pavilion.



Third Party Software. Customer agrees that the warranties and indemnities in this Agreement do not
apply to third party software and that it will direct all claims directly to the third party.



Incorporation. In the event of a conflict between a term or condition of this Agreement and
any Schedule, the term or condition of such Schedule will control



The terms and conditions of this Agreement are agreed to by duly authorized officers of
the parties.



	 	 	 	 	 	 	 	 	 	 	 
	Customer: CARDINAL ETHANOL LLC	 	PAVILION TECHNOLOGIES
 A Division of Rockwell Automation, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jeffrey L. Painter	 	By:	 	/s/ Greg Jackson
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey L. Painter
	 	 	 	Name:
	 	Greg Jackson
	 

	 	Title:
	 	President/CEO
	 	 	 	Title:
	 	President — RA Pavilion
	 

	 	Date:
	 	October 14, 2009
	 	 	 	Date:
	 	October 14, 2009







	 	 	 	 	 
	PAVILION TECHNOLOGIES

	 	PAGE - 4 -
	 	MLA NO. PAV00674
	CONFIDENTIAL AND PROPRIETARY

	 	 	 	09/30/09







 


 









 







PAVILION TECHNOLOGIES

A Division of Rockwell Automation, Inc.




Schedule A to Master License Agreement




This Schedule A supplements and amends the Master License Agreement No. PAV00674 dated effective
as of the 30th day of September, 2009 (the “Agreement”) and is hereby incorporated by reference.
Customer agrees its license to use the Software is subject to the limitations in the Agreement and
the limitations set forth in this Schedule A, including without limitation, limitations on the
number of users, term, applications, controllers and authorized sites.



	 	 	 	 	 	 	 	 	 
	 	 	Pavilion8®	 	Pavilion8	 	Pavilion8	 	Pavilion8
	 	 	Water Balance	 	Distillation Sieve	 	Fermentation	 	Stillage/Evaporation
	Software Name	 	Module	 	Module	 	Module	 	Module
	 
	 	 	 	 	 	 	 	 
	1 . Software Code

	 	8482
	 	8481
	 	8483
	 	8484
	 
	 	 	 	 	 	 	 	 
	2. License Type –

	 	APPLICATION
	 	APPLICATION
	 	APPLICATION
	 	APPLICATION
	 
	 	 	 	 	 	 	 	 
	3. Number of Applications/
Properties/Controllers

	 	1
	 	1
	 	1
	 	1
	 
	 	 	 	 	 	 	 	 
	4. Operating System Platform

	 	WIN 2000
	 	WIN 2000
	 	WIN 2000
	 	WIN 2000
	 
	 	 	 	 	 	 	 	 
	5. Number Of Licenses

	 	1
	 	1
	 	1
	 	1
	 
	 	 	 	 	 	 	 	 
	6. Number of Concurrent Users

	 	Unlimited
	 	Unlimited
	 	Unlimited
	 	Unlimited
	 
	 	 	 	 	 	 	 	 
	7. Designated Location:

	 	Water Balance Union City, IN
	 	Distillation/Sieve Union City, IN
	 	Fermentation Union City, IN
	 	Stillage/Evaporators Union City, IN
	 
	 	 	 	 	 	 	 	 
	8. License Term/License Date

	 	**
	 	**
	 	**
	 	**
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	9. License Fee US$

	 	***
	 	***
	 	***
	 	***








	 	 	 
	**	 	License shall become perpetual upon Acceptance as described on that certain Work Assignment No.
1 to the Master Services Agreement by and between Customer and Pavilion of even date herewith
(“MSA”). Upon timely rejection pursuant to the Results Guarantee between the parties of even date
herewith, Pavilion will remove the Solution as provided in the Results Guarantee and no further
obligations shall exist between the Parties except those specifically set forth in Section 6 of
the Agreement and Section 8 of the MSA.

	 
	***	 	License fees and payment terms are included in the total solution pricing as set forth in Work
Assignment No. 1 to the Master Services Agreement by and between Customer and Pavilion dated of
even date herewith.





Schedule A Definitions




Unit License. Customer is authorized to use the Software for only the number of
applications listed above on the Unit listed above. “Unit” means a set of operations or processes
that produces a product that is commercially traded.



Initial Support Period. A period of ninety (90) days from Solution Acceptance.



Solution Acceptance. Customer shall give written notice of its acceptance (“Acceptance”) or
rejection of the fully installed, integrated, and configured Software, all Commissioned Modules
thereto, and the Pavilion Work Product (the “Solution”) on or before 5:00 p.m. on or before the
expiration of the Evaluation Period as defined in the Results Guarantee (the “Results Guarantee”)
by and between Customer and Pavilion of even date herewith). Failure to provide notice of either
acceptance or rejection shall be deemed Acceptance. Upon timely rejection, Pavilion will remove the
Solution as provided in the Results Guarantee and no further obligations shall exist between the
Parties except those specifically set forth in Section 6 of the Master License Agreement.



Contrary or additional terms contained in this Schedule A, as compared to the Agreement, shall be
governed, interpreted, and construed in the following order of precedence: (1) this Schedule A, and
(2) the Agreement.



	 	 	 	 	 	 	 
	PAVILION TECHNOLOGIES

	 	PAGE - 1 -
	 	MLA NO. PAV00674

	CONFIDENTIAL AND PROPRIETARY

	 	 	 	 	 	093009







 


 









 







The terms and conditions of this Schedule A are agreed to by duly authorized officers of the
parties, whose signatures are set forth below, effective as of the 30th day of
September, 2009



	 	 	 	 	 	 	 	 	 	 	 
	Customer: CARDINAL ETHANOL LLC	 	PAVILION TECHNOLOGIES
 A Division of Rockwell Automation, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jeffrey L. Painter	 	By:	 	/s/ Greg Jackson
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey L. Painter
	 	 	 	Name:
	 	Greg Jackson
	 

	 	Title:
	 	President/CEO
	 	 	 	Title:
	 	President — RA Pavilion
	 

	 	Date:
	 	October 14, 2009
	 	 	 	Date:
	 	October 14, 2009







	 	 	 	 	 	 	 
	PAVILION TECHNOLOGIES

	 	PAGE - 2 -
	 	MLA NO. PAV00674

	CONFIDENTIAL AND PROPRIETARY

	 	 	 	 	 	 093009







 


 











 




PAVILION TECHNOLOGIES

A Division of Rockwell Automation, Inc.




MASTER SERVICES AGREEMENT NO. PAV00674




This Services Agreement (“Agreement”) is entered into as of the 30th day of September, 2009 (the
“Effective Date”) between PAVILION TECHNOLOGlES, a Division of Rockwell Automation, Inc.
(“Pavilion”), a Delaware corporation offices at 10415 Morado Circle, Building III, Suite 100,
Austin, TX 78758-5638 and CARDINAL ETHANOL LLC., an Indiana limited liability Company
(hereinafter referred to as “Customer”) whose registered office is at 1554 N. 600 East, Union
City, Indiana 47390. In consideration of the mutual covenants and promises set forth herein the
parties agree as follows:



1. DEFINITIONS.




Change Order: means a written document that describes changes to a Work Assignment and is
signed by an authorized representative of each party.



License Agreement: means that certain Master License Agreement No. PAV00674 entered into
by and between Customer and Pavilion.



Pavilion Work Product: means all work product that results from services performed by
Pavilion for Customer, including, but not limited to, program code, documentation, specifications,
logic, and design.



Person-day: means the services of one person full-time for one work day.



Person-hour: means the services of one person for one full hour.



Software Product: means any standard computer software package owned or marketed by
Pavilion, and includes all computer code (whether machine or human readable), documentation, and
related materials.



Standard Time and Materials Rates: for Person-hours and computer usage means the rates
stated on Pavilion’s published rate schedule. Standard Time and Materials Rates for Person-days
means the Person-hour rate multiplied by eight (8). Standard Time and Materials Rates for materials
means the rates stated on Pavilion’s published rate schedule, if any, and otherwise at Pavilion’s
actual cost for the materials. Pavilion may revise its rates at any time by delivering a new rate
schedule to Customer. The new rate schedule will apply to any Work Assignments entered after the
new rate schedule is delivered to Customer, but will not affect the rates under any Work
Assignments signed before its delivery except as agreed to by Pavilion and Customer.



Time and Materials Basis: means the service arrangement described in Section 2.



Work Assignment: means a written, signed document in the form attached to this Agreement,
which describes the services to be provided.



2. PAVILION SERVICES.




Work
Assignments. Pavilion will provide services to Customer as described on Work
Assignments. Each Work Assignment will describe the work to be done and any special provisions
applicable to the project. All work by Pavilion will be pursuant to a Work Assignment.



Change Management Procedures. Either party may propose a modification to a Work
Assignment in accordance with the following change management procedures and the form attached as
to this Agreement. All changes, modifications, or additions to the obligations of either party or
to any material aspect of a Work Assignment will require a Change Order. If Customer desires a
modification or addition, Customer must submit a written request for a Change Order to Pavilion.
If Pavilion identifies the need for or desirability of a change or addition, Pavilion must submit
a written Change Order to Customer along with an explanation of reasons that such modification is
necessary or desirable. Recognizing that there may be mutually agreed exceptions, the parties
intend that all Change Orders contain, but not be limited to, the following information:




	•	 	A description of any additional work to be performed or changes to the performance
required of either party;

	 
	•	 	A statement of the impact of the work or changes on the services or other requirements of
this Agreement or the related Work Assignment;

	 
	•	 	The estimated timetable to complete the work specified in the Change Order and the impact,
if any, on the schedule or costs;

	 
	•	 	Specific individuals initially assigned management responsibilities;

	 
	•	 	Acceptance criteria, if any; and

	 
	•	 	Signatures of authorized representatives of both parties.






Within five (5) business days of the submission of a Change Order, the non-submitting party
will notify the submitting party of its acceptance or rejection in writing. Until a Change Order
is signed by Customer, Pavilion will continue to work in accordance with the existing Work
Assignment, as modified by any prior Change Orders.



Time and Materials Basis. If a Work Assignment states that services will be provided on a
“Time and Materials Basis,” then Pavilion’s charges for the services will be determined by the
amount of Pavilion personnel time, computer time, and materials used in providing the services,
plus reimbursable expenses, rather than by the results achieved. Customer bears the risk of cost
overruns and delays on work performed on a Time and Materials Basis. Services will be provided on
a Time and Materials Basis and billed by the Person-hour at Standard Time and Materials Rates,
unless the controlling Work Assignment specifies differently.



Personnel. Pavilion will try to accommodate Customer’s requests concerning the assignment
of personnel to Customer’s projects, but Pavilion reserves the right to determine the assignment
of its personnel.



Estimates. If Pavilion provides Customer with an estimate of the cost or timeframe
for any services to be provided by Pavilion, the estimate will be made in good faith based on the
information known to Pavilion, but is not a binding time or rate quote.



Customer
Facilities and Indemnification. Except as stated in a Work Assignment, Customer
will provide Pavilion with all required software, hardware, facilities, and furnish all Customer
personnel and services required by Pavilion, including a suitable technical environment and
necessary operating software, at its site as required by Pavilion personnel. Customer grants to
Pavilion and its personnel a non-exclusive, royalty-free license to use such for the purpose of
providing services to Customer under this Agreement. Customer warrants that it has the right to
permit Pavilion’s personnel to use, for the sole purpose of providing services hereunder, all
facilities, hardware, software, and services to which Customer provides Pavilion’s personnel
access. If a third party claims that Pavilion’s use of hardware and software which Customer
provides to Pavilion infringes a United States patent or copyright or trade secret, Customer will
defend Pavilion against that claim at Customer’s expense and pay all costs, damages, and attorneys’
fees during such defense attributable to the claim, and those costs, damages, and attorneys’ fees
that a court finally awards or that are provided in a settlement approved by Customer. If a claim
of infringement is made or appears likely, Customer may obtain the right for Pavilion to continue
using the affected hardware or software, or Customer may cancel Pavilion’s license for the affected
hardware or software and/or services and Pavilion will be relieved of any obligation dependent
upon Pavilion’s use of such hardware, software or services. This is Customer’s entire obligation to
Pavilion regarding any claim of infringement.



General Indemnity. Pavilion agrees to indemnify the Customer from any suit or proceeding
by third parties for damage to third-party tangible property and for bodily injury to the
percentage extent directly caused by Pavilion negligence in the performance of this Agreement.
This indemnity is contingent upon Customer giving Pavilion prompt notice of any such suit or
proceeding and all necessary information and assistance so that Pavilion may defend or


					
	 	 	 	 	 
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	Confidential and Proprietary
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settle such
claim and provided Customer does not take any adverse position in connection with such claim. If any such damage or injury is caused by the joint or concurrent
negligence of Pavilion and Customer, or any agent, subcontractor, or supplier to Customer, each
party shall pay for its own defense, and the liability of each party shall be borne in proportion
to the party’s negligence.



Disclaimer of Other Indemnities. THESE INDEMNITIES ARE IN LIEU OF ALL OTHER INDEMNITIES,
EXPRESS OR IMPLIED. PAVILION’S INDEMNITY OBLIGATIONS RELATED TO THE SOFTWARE PRODUCTS ARE SET
FORTH IN THE LICENSE AGREEMENT AND PAVILION WILL HAVE NO LIABILITY RELATED THERETO UNDER THIS
AGREEMENT.



Work Product. Pavilion will be the owner and copyright holder of all Pavilion Work
Product. Pavilion grants Customer a non-exclusive license to use all Pavilion Work Product
delivered to Customer. Customer’s license to any Pavilion Work Product that relates to the
Software Product will be the same as those contained in the License Agreement. Customer’s license
to any other Pavilion Work Product will be a non-exclusive, worldwide, paid-up license to use such
Pavilion Work Product for Customer’s internal purposes only. Customer acknowledges that the
Pavilion Work Product is protected under the copyright laws of the United States and of the Berne
Convention.



3. PAYMENT.




Payment Terms. Pavilion is a division of Rockwell Automation, Inc. (“Rockwell”). As such,
invoices will be issued by Rockwell Automation, Inc. Customer will pay Rockwell the fees shown on
the applicable Work Assignment within thirty (30) days of the payment due date. All past due
amounts are subject to a late charge equal to the lower of 1.5% per month (which is the equivalent
of 18% per annum) or the highest lawful rate, beginning on payment due date. The charging of
interest is not a consent to late payment. All payments will be in U.S. dollars or such other
currency designated by Pavilion. Prices and charges do not include any amount for any taxes or
other charges applicable to the charges set, services performed or to be performed, or payments
made or to be made hereunder, and Customer agrees to pay all such taxes and other charges within
ten (10) days after Customer’s receipt of an invoice or statement from Pavilion or the taxing
authority or to reimburse Pavilion for all such taxes or other charges. Customer will not be
entitled to deduct the amount of any such charges from payments made to Pavilion.



Reimbursable Expenses. Customer will reimburse Pavilion for any actual and reasonable
expenses Pavilion incurs to provide services requested by Customer (other than Pavilion’s normal
salary and overhead costs). Pavilion will be entitled to reimbursement of expenses in accordance
with Pavilion’s then-current travel expense policy. Pavilion will make a good faith estimate of
materials and expenses associated with the work to be performed on each Work Assignment, based on
information known to it at the time the estimate is made, but such estimates are not binding time
or rate quotes.



4. WARRANTY.
Pavilion warrants that any services performed for Customer by Pavilion will be
performed in a good and workmanlike manner. Customer may not claim a breach of this warranty for
any particular services more than ninety (90) days after those services are performed. Warranty
satisfaction is available only if (a) Pavilion is provided prompt written notice of the warranty
claim, and (b) Pavilion’s examination discloses that any alleged defect has not been caused by
misuse, neglect, improper installation, operation, maintenance, repair, alteration, or modification
by other than Pavilion, accident or unusual deterioration or degradation. If such services are
confirmed to by non-conforming, Pavilion will, at its option, re-perform the service or provide a
refund or credit to Customer in the amount paid for the service.
THIS WARRANTY IS IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS ARISING BY LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE
OR USAGE OF THE TRADE. Pavilion does not warrant uninterrupted or error-free
operation or performance of the Software Products, Pavilion Work Product or services, that all
non-conformities can or will be corrected or that they will meet the Customer’s needs, expectations
or requirements. No statement in this Agreement (including Work Assignments) or any other document
issued by a party is intended to be a warranty unless it expressly states it is a warranty. In
entering into this Agreement, the parties have not relied on any conditions, representations, or
warranties except as provided in this Agreement.



5. LIMIT OF LIABILITY. IF PERMITTED BY APPLICABLE LAW, PAVILION WILL NOT BE LIABLE FOR ANY
BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT,
GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. PAVILION’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO
ALL CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED,
WILL NOT EXCEED $2,000,000. WHERE CUSTOMER’S CLAIM RELATES TO A DEFECT IN A PAVILION WORK PRODUCT
OR SERVICE, CUSTOMER WILL GIVE PAVILION A REASONABLE OPPORTUNITY TO CORRECT THE DEFECT. IF
PAVILION IS ABLE TO CORRECT THE DEFECT, PAVILION WILL NOT BE LIABLE FOR ANY DAMAGES. PAVILION
DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT
REQUIRED OF PAVILION HEREUNDER. These
disclaimers and limitations of liability will apply regardless of any other contrary provision
hereof and regardless of the form of action, whether in contract, tort (including negligence and
strict liability) or otherwise, and further will extend to the benefit of Pavilion vendors,
appointed distributors and other authorized resellers as third-party beneficiaries. Each provision
hereof which provides for a limitation of liability, disclaimer of warranty or condition or
exclusion of damages is severable and independent of any other provision and is to be enforced as
such. This Section 5 survives termination of this Agreement.



6. CONFIDENTIALITY. Customer understands that the Pavilion Work Product contains confidential
trade secrets of Pavilion. Customer agrees to treat the Pavilion Work Product as such, and to abide
by the same confidentiality obligations as are contained in the License Agreement.



7. INDEPENDENT CONTRACTOR. All Pavilion employees performing services hereunder for Customer will
be under the exclusive direction and control of Pavilion and will not be considered employees or
agents of Customer. Pavilion will be an independent contractor as to Customer and will have
authority to control and direct the performance of all services. The relationship of the parties
will not be construed as a joint venture, partnership, pooling or team arrangement, or any type of
permanent business arrangement. The parties will not have any power to bind the other and will
not, under any circumstances, be considered to be an agent or fiduciary of the other.



8. TERMINATION. Either Party may terminate this Agreement or any Work Assignment for a material
breach by the other Party (including a breach of a payment obligation), upon thirty (30) days prior
written notice to the breaching Party, provided that such breach is not cured during such period,
or in the event a cure cannot be feasibly completed within such period, during such longer period
reasonably required to complete such cure provided that the breaching Party makes diligent efforts
to complete the cure throughout such period. For Insolvency: Either Party may terminate this
Agreement (and all Work Assignments not then completed) immediately and without notice if either
Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party
(and not dismissed within thirty (30) days of filing) seeking relief, reorganization or arrangement
under any laws relating to insolvency, or upon any assignment for the benefit of creditors, or upon
the appointment of a receiver, liquidator or trustee of any property or assets, or upon the
liquidation, dissolution or winding up of business. Any provision of this Agreement that expressly


					
	 	 	 	 	 
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	 	 	 	PAV00674
	Confidential and Proprietary
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or by implication is intended to continue in force will survive termination of this Agreement, including,
without limitation, indemnity, damages, confidentiality terms, services provided by Customer, tax
payments and accrued payment obligations.



9. DISPUTE
RESOLUTION. It is the intent of the parties that disputes arising under this Agreement
be resolved expeditiously, amicably, and at the level within each party’s organization that is
most knowledgeable about the disputed issue. The parties understand and agree that the procedures
outlined in this Section are not intended to supplant the routine handling of inquiries and
complaints through informal contact with customer service representatives or other designated
personnel of the parties. Accordingly for purposes of the procedures, a “dispute” is a
disagreement that the parties have been unable to resolve by the normal and routine channels
ordinarily used for such matters. Before any dispute arising under this Agreement, except as
provided below, may be submitted to litigation, the parties will first follow the informal and
escalating procedures set forth in this section. The foregoing notwithstanding, any party may in
good faith commence litigation at any time to (i) preserve a superior position with respect to
creditors, (ii) to prevent the expiration of a relevant statute of limitations or similar bar, or
(iii) to preserve its intellectual property.



Management
Resolution. The complaining party’s representative will notify the other
party’s representative in writing of the dispute, and the non-complaining party will exercise good
faith efforts to resolve the matter.



Senior
Management Resolution. If such matter remains unresolved ten (10) days after
delivery of the complaining party’s written notice, a senior representative of each party will
confer within ten (10) days of a request for a meeting or conference call by either party to
resolve the matter.



Executive
Management Resolution. If such matter remains unresolved five (5) days after
such meeting or conference call, a member of each party’s executive management will confer within
ten (10) days of a request for such meeting or conference call by either party to resolve the
matter.



Mediation. If the parties are unable to reach a resolution of the dispute after following
these procedures, or if either party fails to participate when requested, the parties agree to
submit the dispute to mediation conducted in Winchester, Indiana, by a single mediator in
accordance with the then-current program of mediation of the American Arbitration Association,
provided that the mediator will be chosen from a panel of mediators knowledgeable in business
information and data processing systems. Pavilion, at its sole discretion, may enforce the
confidentiality terms of this Agreement by action in a court of competent jurisdiction, rather
than by the procedure set forth in this Section 9.



10. MISCELLANEOUS.




Waiver. No waiver will be implied from failure to enforce a party’s rights on one or more
occasion and will not affect the right of such party to enforce each provision of this Agreement.
The remedies provided in this Agreement are cumulative and each party may exercise all remedies
available to it.



Headings; Constructions. Headings are inserted solely for convenience and
will not affect construction or interpretation of this Agreement. The parties agree that the terms
of this Agreement are the result of negotiations between the parties and will not be construed
strictly in favor of or against either party.



Severability. If any provision of this Agreement is held unenforceable, such provision
will be severed, and the remaining provisions will be enforced.



Assignment. Neither party may transfer, whether by assignment, sublicense, merger,
consolidation, operation of law, or otherwise any rights or obligations under this Agreement
without the other party’s prior written consent, except that either party may assign the
Agreement to a party acquiring substantially all the assets of the assigning party or an Affiliate
The consent to any particular assignment will not constitute consent to further assignment. This
Agreement will be binding upon the parties and their respective successors and permitted assigns.
Any transaction in contravention to this Section will be null and void.



Limitation
on Actions. Except for Customer’s breach of Sections 3 (Payment), 6
(Confidentiality), or 10 (Assignment), no action related to this Agreement or the rights granted
hereunder, regardless of form, may be brought by either party more than two years after the cause
of action has accrued.



Force
Majeure. If either party is unable to perform its obligations under this Agreement
due to circumstances beyond its reasonable control (other than obligations for the payment of
money or the maintenance of confidentiality), such obligations will be suspended so long as those
circumstances persist, provided that the delaying party notifies the other promptly of the delay
and its causes. Except where a delay is caused by the act or omission of the other party (in such
event the rights, remedies and liabilities of the parties will be those conferred and imposed by
the other terms of this Agreement), any costs arising from such delay will be borne by the party
incurring the same.



Export
Compliance. Customer will not, and Pavilion will have no obligation to, export or
re-export directly or indirectly (including via remote access) any part of the Software Products
(including any Confidential Information) to any country for which a validated license is required
for such export or re-export (or the export or re-export is prohibited or otherwise restricted)
under the United States export laws. Customer will further, at all times, maintain itself in
compliance with any applicable requirements of U.S. export control laws, including all
restrictions imposed on end users of the Software Products. Customer will be responsible for
obtaining all permits or registrations required by any governmental body or regulatory agency for
the import and use of the Software Products into any other country in which Customer may be
permitted to use the Software Products, for this Agreement to be enforceable in any country in
which this Agreement must be registered, for Pavilion to perform services under this Agreement, or
for Customer personnel to attend training provided by Pavilion. If a translation of this Agreement
is required, Customer will provide the translation at no cost to Pavilion.



Merger;
Amendments. This Agreement and any Work Assignments constitute the sole, full, and
complete agreement between the parties with respect to the subject matter hereof and supersedes
any and all prior and contemporaneous communications, representations, warranties, conditions,
understandings, proposals or previous agreements between the parties, whether oral or written. It
will not be modified or supplemented except by a written agreement dated and signed by duly
authorized officers of both parties. Any term or condition of any purchase order or other
instrument issued by Customer that is in addition to or inconsistent with a provision in this
Agreement will not be binding on Pavilion.



Employee
Solicitation. During the term of this Agreement and for one (1) year following
the earlier of: (i) the termination date of this Agreement; or (ii) the termination of the
employee or representative, neither party will directly solicit, induce or hire any employee of
the other, with whom they have had contact with as a result of performance under this Agreement.
This provision shall survive termination of this Agreement.



Governing
Law. This Agreement will be exclusively governed, enforced and controlled by the
laws of the United States of America and the State of Indiana, without regard to choice of law and
conflicts of law principles. The parties agree that this Agreement is not a contract for the sale
of goods. It will not be governed by any codification of Clause 2, 2A or 2B of the Uniform
Commercial Code, UCITA or the United Nations Convention on the International Sale of Goods.
Customer consents and submits exclusively to courts of competent jurisdiction for the resolution of
any claim or dispute relating to this Agreement. Customer agrees that the software is protected
under U.S. copyright law and the Berne Convention. Pavilion is an Equal Employment Opportunity and
Affirmative Action Employer under United States Executive Order 11246.



Waiver
of Sovereign Immunity. Customer expressly acknowledges and agrees that this
Agreement is a commercial agreement, and the subject matter of this Agreement is a commercial
transaction.



					
	 	 	 	 	 
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Customer expressly waives any and all defenses
of sovereign immunity to which Customer might
otherwise be entitled.



Third Party Beneficiaries. Each party
intends that this Agreement will not benefit,
or create any right or cause of action in or on
behalf of, any person or entity other than
Customer and Pavilion.



Third Party Software. Customer
agrees that the warranties and indemnities in
this Agreement do not apply to third party
software and that it will direct all claims
directly to the third party. 


Incorporation. In
the event of a conflict between a term or
condition of this Agreement and any Work
Assignment, the term or condition of such Work
Assignment will control.



Counterparts;
Notices; Covenant of
Further Assurances. The signatures of the
parties need not appear on the same copy of
this Agreement, so long as each party signs
at least one (1) copy of this Agreement and
the copies contain the same terms. Any
notice, request, instruction or other
communication at any time hereunder required
or permitted to be given or furnished by
either party hereto to the other will be
deemed sufficiently given or made if in
writing and sent to the party to be notified
at the address and in accordance with the
provisions set forth in the License
Agreement. Customer and Pavilion agree that,
subsequent to the execution and delivery of
this Agreement and without any additional
consideration, each of Customer and Pavilion
will execute and deliver any further legal
instruments and perform any acts, which are
or may become necessary to effectuate the
purposes of this Agreement.



The terms and conditions of this Agreement are agreed to by duly authorized officers of the parties.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Customer: CARDINAL ETHANOL LLC	 	 	 	PAVILION TECHNOLOGIES,
	 	 	 	 	 	 	 	 	A Division of Rockwell Automation, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jeffery L. Painter	 	 	 	By:	 	/s/ Greg Jackson
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffery L. Painter
	 	 	 	 	 	Name:
	 	Greg Jackson
	 

	 	Title:
	 	President/CEO
	 	 	 	 	 	Title:
	 	 President — RA Pavilion
	 

	 	Date:
	 	October 14, 2009
	 	 	 	 	 	Date:
	 	October






					
	 	 	 	 	 
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PAVILION TECHNOLOGIES

A Division of Rockwell Automation, Inc.




WORK ASSIGNMENT — FIXED PRICE BASIS




Work Assignment Number:          - 001

Customer Name:          - CARDINAL ETHANOL LLC




1. Service Description




Pavilion Technologies, a Division of Rockwell Automation, Inc. (“Pavilion”) will provide CARDINAL
ETHANOL LLC (“Customer”) with the Services described in Attachment A and Customer shall be
responsible for the responsibilities assigned to it herein.



2. Charges




The charges under this Work Assignment are as follows:



2.1 Personnel Time




The total charge for the licenses and personnel time to perform the Pavilion services outlined in
Attachment A will be $1,825,000, to be invoiced pursuant to the following milestones:



	 	 	 	 	 	 	 	 	 
	Definition of payment milestones	 	% of Project	 	 	US $	 
	October 15, 2009
	 	 	5	%	 	$	91,250	 
	December 15, 2009
	 	 	5	%	 	$	91,250	 
	February 15, 2010
	 	 	10	%	 	$	182,500	 
	March 15, 2010
	 	 	10	%	 	$	182,500	 
	May 15, 2010
	 	 	15	%	 	$	273,750	 
	July 15, 2010
	 	 	20	%	 	$	365,000	 
	September 15, 2010
	 	 	15	%	 	$	273,750	 
	Upon Acceptance, as hereinafter defined.
	 	 	20	%	 	$	365,000	 
	 
	 	 	 	 	 	 
	Total
	 	 	100	%	 	$	1,825,000	 
	 
	 	 	 	 	 	 






Commissioning of a Module is considered complete when the Module (including all available and
functioning MVs) has operated for one week without a documented fault and with at least a 90%
on-control factor. On-control factor is defined as the Software in cascade with available MVs 90%
of the time the process database, the communication server, and the process is available. This
test is valid only within the operating regions experienced in the process data used to build the
model. Unusual or upset conditions shall not be considered valid for this on-control factor test.
Documented faults, if they occur, shall be provided to Pavilion in writing with a clear
explanation of any symptoms and related events. Further clarifications may be required to enable a
timely and expeditious resolution. Notwithstanding the foregoing, if completion of Commissioning
is delayed by Customer through no fault of Pavilion, the Commissioning of the Module shall be
considered complete 30 days after Pavilion’s delivery of the developed models ready for
Commissioning.



Solution Acceptance. Customer shall give written notice of its acceptance (“Acceptance”) or
rejection of the fully installed, integrated, and configured Software, all Commissioned Modules
thereto, and the Pavilion Work Product (the “Solution”) on or before 5:00 p.m. on or before the
expiration date of the Evaluation Period as defined in the Results Guarantee (the “Results
Guarantee”) by and between Customer and Pavilion of even date herewith). Failure to provide notice
of either acceptance or rejection shall be deemed Acceptance. Upon timely rejection, Pavilion will
remove the Solution as provided in the Results Guarantee and no further obligations shall exist
between the Parties except those specifically set forth in Section 6 of the Master License
Agreement and Section 8 of the Master Services Agreement.



2.2 Additional Project Costs to Customer (not included)




OPC software to allow Pavilion Model Predictive Control (“MPC”) supervisory control to communicate
with the Plant DSC. Cost is for 3rd party to modify the DCS configuration to support
remote/external set points and to purchase, configure and install OPC software



Additional instrumentation: Syrup and slurry density assumed functioning. An on-line HPLC data
trend/communication system is recommended. Anhydrous analyzer shall be checked and functioning up
to limit of product specification.



					
	 	 	 	 	 
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One dedicated server class duel-processor PC with high speed remote access.



SQL Server license (Microsoft SQL Server Standard Edition (2000, 2005, or 2008), with SQL Server
Browser Service and mixed-mode authentication)



2.3 Reimbursable Expenses




In addition to the charges described above, Customer will reimburse Pavilion for expenses incurred
in providing the services as described in this Work Assignment in accordance with the Services
Agreement. Expenses are currently estimated based on anticipated travel and living costs at site at
$32,000. Pavilion will provide copies of such reimbursable expenses with the invoice for same.
Pavilion will not exceed the estimated expenses without the express written consent of Customer.



2.4 Remote Access




All remote access charges related to Pavilion’s performance of the Services are included in the
costs identified in Section 2.1 above. In the event remote access is terminated by either party in
accordance with Attachment B, the total charge stated in Section 2.1 will increase by ten percent
(10%).



3. Period of Assignment; Non-Cancelable




Customer authorizes Pavilion to begin work upon execution of this Work Assignment and continue
until the services described above are complete. The services contracted for in this Work
Assignment are committed and are non-cancelable by Customer.



4. Location of Services.




The services will be performed at the Customer’s facilities in Union City, Indiana and Pavilion’s
facilities in Austin, Texas.



5. Change Management




Changes to the Project may be requested at any time by either the client or Pavilion Management
Team. Since a change could affect the price, schedule or other terms of the engagement, any
proposed changes to the project’s scope, tasks or deliverables will be evaluated by the Pavilion
Project Management Team to determine if the scope of the terms and conditions established for the
project has changed. Pavilion’s change management methodology shall be utilized to manage change
and scope.



6. Incorporation of Agreement.




This Work Assignment is subject to and incorporates the terms of the Master Services Agreement
PAV00674 effective as of the 30th day of September, 2009.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	CARDINAL ETHANOL LLC	 	PAVILION TECHNOLOGIES	 	 
	 	 	 	 	 	 	A Division of Rockwell Automation, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jeffery L. Painter
	 	By:	 	/s/ Greg Jackson	 
	 	 	 	 	 	 	 	 	 
	 

	 	Printed Name:
	 	Jeffrey L. Painter
	 	 	 	Printed Name:
	 	Greg Jackson	 	 
	 

	 	Title:
	 	President/CEO
	 	 	 	Title:
	 	President — RA Pavilion	 	 
	 

	 	Date:
	 	October 14, 2009
	 	 	 	Date:
	 	October 14, 2009	 	 






					
	 	 	 	 	 
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ATTACHMENT A TO WORK ASSIGNMENT NUMBER 001




CARDINAL ETHANOL LLC,

DRY MILL ETHANOL PLANTWIDE MPC




I. SCOPE OF SERVICES




The plant wide solution for the Customer’s facility in Union City, Indiana encompassed in this
proposal includes:





	 	A.	 	Milling/Water-Balance APC to manage slurry solids and water inventories through fermentation
and current plant balance.







	 	B.	 	Fermentation APC toward model predictive batch fermenter and enzyme usage control.







	 	C.	 	Ethanol distillation and molecular sieve APC.







	 	D.	 	Dryer, Evaporator and Stillage Management APC






collectively, the “Solution”.





	 	A.	 	The Milling/Water Balance APC Module manages the fermentation gap, liquefaction
solids and %backset to enable a consistent feedstock to fermentation. A slurry solids inferred property model
along with overall plant throughput targets will adjust milled corn rates and the primary cook water flow
control to maintain a targeted %solids to fermentation. Water balance will manage %backset, fermentation gap, primary
inventory levels and %contributions of other water sources to maintain a consistent, targeted water balance
in the fermentation feed. The primary handles available include process water to the fermentation scrubber,
backset rates, cook water feed, slurry flowand other specific water balance handles. In the controller unit critical
operating constraints including cook temperature and pressure control limits and various holding level limits will be
observed and operated within by the model predictive control system. The slurry system will be managed to minimize
NH3 slippage through pH and temperature controller tuning.







	 	B.	 	The Fermentation APC Module manages the batch utilization of yeast and enzyme
through predictive and closed-loop control of end of batch sugars and ethanol concentration in the seven fermenters
at the customers site. This Module will utilize inferred quality analyzer predictions biased to HPLC data entry
sampling the fermenter and providing real-time concentration information including ethanol and dextrose
concentrations. The Module will adjust enzyme addition rates in cook/liquefaction and in fermentation as well as
closed-loop continual adjustment of fermenter temperatures. The Module will take into account fermentation time and
available cooling water temperatures and where utilized make good usage to manage chiller usage and online
temperature logic. Continual, gradual adjustment of temperatures will maximize yeast performance at
minimum costs. Adjustment of liquefaction targets will maximize fermenter end-of-batch ethanol content at high
ethanol yields per bushel.







	 	C.	 	The Ethanol distillation and molecular sieve APC will include a rectifier
overhead quality model to manage critical operating constraints to respond to changing parameter and steam system demand changes
in real-time with stable continuous intelligent control actions at Customer’s dry-mill ethanol facility.
Additionally, an energy management system will review the demands on the ethanol distillation to minimize steam demands
and improve throughput. Control models will incorporate beer feed rates, evaporator steam, rectifier reflux,
side stripper and cook flash steam, sieve feed rate, sieve feed temperature and back-pressure within the pressure limits
of the sieve beds in both trains of beds.

	 
	 	D.	 	The Dryer, Evaporator and Stillage management APC includes models on four ICM design
dryers (A&B and C&D), evaporator and centrifuges (6) to manage critical operation constraints to respond to
changing syrup moisture levels and stillage system demand changes in real-time with stable continuous intelligent
control actions. The dryer and evaporator energy model (MPC) will be tied to the distillation and sieve control model
to coordinate energy moves because of the heat integration of these various units. Syrup solids inferred property
model will be controlled and stabilized in real time as part of the evaporator control algorithms. TO controls on both
thermal oxidizers and where available dryer controllers will be managed to minimize energy costs and stabilize
steam pressure.






Pavilion Responsibilities




The scope of the Pavilion’s responsibility is the following:





	 	•	 	Recommendation of required hardware, operating system, any third-party software and
integration of Pavilion software.

	 
	 	•	 	Pavilion off-line and run-time software for the Solution
described in this proposal

	 
	 	 	 	(APC/optimization) including standard driver software to your DCS through a standard OPC
interface.

	 
	 	•	 	Regulatory controller tuning will be jointly accomplished and Pavilion will provide
consulting on existing loops that will interact with the APC Solution.

	 
	 	•	 	Informal application training of designated personnel during commissioning, which
includes if desired four-hours for a course and support for the Customer training team per application.

	 
	 	•	 	Deployment of standard Pavilion8 screens configured to monitor applications
described in this scope.

	 
	 	•	 	Functional design and final documentation.






Water Balance and Slurry Solids Scope





	 	•	 	Develop, deploy and commission Slurry solids quality models from
operator samples.







	 	•	 	Tune cook, water flow, pressure, temperature and pH controllers as
required.






					
	 	 	 	 	 
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	 	•	 	Application design, development, and commissioning for the applications described here as
needed to stably manage slurry solids, %backset, process water and fermentation gap as well
as continuously, stably and efficiently operate these mills, water cycles and fermentation
water constituents.






Fermentation APC Scope





	 	•	 	Develop, deploy and commission fermentation batch quality models from operator fermenter sampling and HPLC results.

	 
	 	•	 	Tune enzyme flows and fermentation vat, feed and yeast prop temperature controllers as required.

	 
	 	•	 	Application design, development, and commissioning for the applications described here
as needed to stably manage fermentation end ethanol and residual sugars as well as
continuously, stably and efficiently operate these fermenters and maximize ethanol yields
or capacity depending on current economic objectives.






Ethanol Distillation and Sieve Scope





	 	•	 	Develop, deploy and commission a rectifier reflux quality model from operator samples

	 
	 	•	 	Tune distillation controllers as required

	 
	 	•	 	Develop, deploy and commission an ethanol distillation system controller that stabilizes 190 proof product.

	 
	 	•	 	Adjust targets on overhead ethanol quality, side stripper DT, beer column DT and steam
to the syrup evaporator to reduce distillation steam/gal of 190 proof product and manage
distillation/sieve drying capacity based on reflux proof target control.

	 
	 	•	 	Develop, deploy and commission an ethanol product quality model from operator samples through Karl Fisher moisture
models.

	 
	 	•	 	Tune sieve controllers as required.

	 
	 	•	 	Develop, deploy and commission a model-based molecular sieve controller that
manages back-pressure, vaporizer temperature and sieve feed rate to provide a stable,
targeted anhydrous product within specification.

	 
	 	•	 	Adjust targets on product ethanol purity, pressure drop limits and target feed
rates to increase anhydrous product water content and yield






DDGS Dryer, Evaporator, TO and Stillage Management Scope





	 	•	 	Develop, deploy and commission a DDGS moisture model from
operator samples

	 
	 	•	 	Application design, development, and commissioning for the applications described here
as needed to reduce fuel consumption per ton DDGS and increase average DDGS moisture (and yield) as well as stably and efficiently
operate these evaporators, centrifuges, TO and stillage inventory tankage.

	 
	 	•	 	The plant-wide solution shall also enable overall plant throughput management to
balance the controlled plant sections to either a targeted production (i.e. Ethanol production) or if unachievable under unit operating
limits the maximum achievable production. It will tie these four plant Module sections together in a common control
environment that coordinates throughput.






Items not included:





	 	•	 	All items listed in the Customer scope of supply below.

	 
	 	•	 	Custom software development of any kind, including non-standard interface/drivers
between Pavilion software and Customer’s automation system or historian. Pavilion can
facilitate this as a project change-order if required.

	 
	 	•	 	RTO or package boiler control.
 (none anticipated)

	 
	 	•	 	PEMS model development or deployment — project management
of NOx limits (if relevant, not anticipated) assumes an available signal from an installed and tested CEMS unit.

	 
	 	•	 	Exclusivity arrangements of any kind. Pavilion retains the rights to use the
engineering and applications knowledge developed on this project in other plants.






Pavilion will be permitted to quote general detail on contract award and system performance, such
as percentage of improvement in output, quality range and uptime; project timeframe and payback
time estimates; graphic screen captures demonstrating controller actions (but which protect
Customer’s confidential information).



Assumptions:





	 	1.	 	DCS is Siemens APACS with a Siemens APACS software OPC interface (standard with Pavilion8).

	 
	 	2.	 	Pavilion will continue to be able to adjust targets on the controlled plant sections
after discussions with Customer’s Project Manager or his designate (as required).

	 
	 	3.	 	Customer will assign documented work on DCS configuration to support the connectivity
and integration with the above control system including: operator entry of lab values for model biasing, remote/computer access to
specific MV controllers, target and limit entry for desired operator controlled APC objectives, bumpless transfer from computer
to automatic controller modes and automated shedding and alarming on communication failures of these remote loops. This shall
be accomplished using means acceptable within customer’s ICM agreements.

	 
	 	4.	 	Pavilion and Customer will identify any required interface software and Customer will
as necessary acquire additional licenses (est. $7,000/plant for required DCS OPC or other Pavilion specified supported interface).

	 
	 	5.	 	Remote access to the control computer will be made available at the site kickoff and
should be tested and working before the installation of the 1st Pavilion models.

	 
	 	6.	 	Existing and
 additional instruments are required to complete this work – Pavilion
requires a functioning 200 proof product analyzer from the sieves (Anton Paar or Chino recommended, if NIR utilized it is to be
installed and calibrated including samples up to 0.80 wt%). It is assumed that the density analyzers on slurry flow, syrup draw are
reliable and relatively consistent. It is also assumed that continuous glucoamylase addition is controllable and measured with signals
to and from the control system. Finally, it is recommended that data collection and communication with the fermentation HPLC
sampling including connectivity to either the Pavilion PC or the DCS be installed.






					
	 	 	 	 	 
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	 	7.	 	All critical manipulated variables (current controllers) on system (including mill
speed or flow, cook water flow, backset rates, process water flow and slurry flow,
fermentation feed temperature, fermenter temperatures, continuous alpha amylase and
glucoamylase flow controllers, evaporator syrup draw, evaporator steam, centrifuge flows,
dryer gas flow, syrup flows, TO gas flow, TO ID and combustion air dampers, beer column
feed, centrifuge feeds, rectifier reflux, side stripper steam, cook flash steam, sieve
feed flow, sieve feed/.back pressure and sieve vaporizer temperature) are all adjustable
from the DCS control system. Where critical variables are unavailable except through
manual operator hand valves, Pavilion should be informed and a joint decision will be made
on either automating these valves or the impact of having these controllers unavailable to
the proposed MPC system. In the event that any one of these controllers has malfunctioned
and cannot be replaced within a 30 day period from the scheduled Module commissioning
dates, this controller will be removed from the scope of supply. It will then be earmarked
as a task item to be done under a separate maintenance contract.






Customer Scope




The scope of Customer’s responsibilities includes, but is not limited to, the following (this
includes tasks Customer may assign to third parties under appropriate contractual terms.):



Customer’s deliverables include, but are not limited to, the following (This includes tasks
Customer may assign to third-parties under appropriate contractual terms.):




	 	•	 	Assisting with functional design (including design review) at site.







	 	•	 	Assist with data collection and historic data configuration and extraction.







	 	•	 	Familiarization with Pavilion software for basic application maintenance (formal training is available separately).







	 	•	 	Purchase and installation of new instruments, as required (none anticipated).







	 	•	 	Checking and calibration of existing instruments, as required.







	 	•	 	Purchase and installation of PC(’s) and any third-party manufactured software and
interfaces for Pavilion software to communicate with the DCS/SCADA (i.e. Siemens OPC and
pcAnywhere are assumed). PC hardware requirements will be provided on request, but a
standard Windows server-class PC should be assumed.







	 	•	 	Input signal conditioning and manipulation within the SCADA or DCS (none additional
anticipated);







	 	•	 	Co-ordination of on-site testing (step testing, lab sampling etc.).







	 	•	 	DCS point building for input signals
 (including current laboratory results on
DCS/SCADA), database functions, operator-enabled facility for Pavilion On/Off control and
lab result tags configured to client’s standard protocols, using a basic operator display
system from the DCS/SCADA vendor. Approximately 8 work-weeks is estimated for this activity
for the plant; however a firm estimate is strongly recommended to be requested from the DCS
system integration service provider. Based on recent customer notes from ICM a delivery
method, which satisfies your ICM agreements is recommended.







	 	•	 	Installation services and interface communication checkout of all programs in the supervisory
computer and the DCS.







	 	•	 	Internet, Modem/phone-line or other remote access under Customer’s control to
online PC for Pavilion’s use during and after the project is assumed.







	 	•	 	Participating in installation and commissioning of Pavilion technology.







	 	•	 	Training operators and preparation of operator documentation beyond initial Pavilion
operator training and Pavilion users guide.







	 	•	 	Maintaining and supporting the delivered applications after commissioning
of those applications.







	 	•	 	Any management-of-change requirements or ISO documentation preparation






Water Balance and Liquefaction Solids





	 	•	 	Collect sufficient and reliable slurry product samples for identification in the lab using
current analyzers as available to develop accurate dynamic predictive models for the slurry
solids. This is assumed to be data over a five-day period of cook and liquefaction testing with
samples taken every 30 minutes.







	 	•	 	Update the DCS system to enable control on the water balance and liquefaction
controllers and data entry for the liquefaction solids.






Fermentation





	 	•	 	Update the DCS system to enable control on the fermenter/yeast prop enzymes and
fermentation temperature controllers and data entry for the fermentation HPLC results.
Installation of a real-time HPLC sampling, trending and communication protocol between DCS
or Pavilion computer and the laboratory HPLC assumed.







	 	•	 	Execute fermentations over two weeks with the described online analyzers testing with
optimal fermentation trajectories as calculated by the Pavilion offline fermentation
optimization models.






Ethanol Distillation and Molecular Sieves





	 	•	 	Collect sufficient rectifier overhead samples for identification in the lab using
temperature compensate density or better analyzers as available to develop accurate dynamic
predictive models for the distillation column. This is assumed to be data over a five-day
period of distillation tower testing with samples taken every 30 minutes.







	 	•	 	Update the DCS system to enable control on the distillation tower controllers and data
entry for the distillation tower reflux proof.







	 	•	 	Update the DCS system to enable control on the molecular sieve controllers and data entry for
the ethanol product purity.






	 	 	 	 	 
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DDGS Dryer, Evaporator and Stillage Management




	 	•	 	Collect sufficient evaporator syrup product moisture samples for identification with
rapid oven method currently used to develop accurate dynamic predictive models for the
evaporator. This is assumed to be data over a four-day period of evaporator unit testing
with samples taken every 30 minutes.







	 	•	 	Collect sufficient DDGS dryer product samples for identification with rapid oven method
currently used to develop accurate predictive models of DDGS moisture. This is assumed to
be data over a four-eight day period of dryer unit testing with samples taken every hour.







	 	•	 	Update the DCS system to enable control on the dryer and evaporator and data entry for
the DDGS and dryer moistures and evaporator solids.






Customer’s Project Manager




Jeff Painter

1554 N. 600 East

Union City, Indiana 47390

(765) 584 2209

(765) 584 2224

jpainter@cardinalethanol.com




Miscellaneous





	 	•	 	All orders are subject to acceptance at Pavilion’s company headquarters. No form
of acceptance except Pavilion’s acknowledgment in writing, mailed to the buyer shall
constitute a valid acceptance of a customer’s order. Any terms and/or conditions in
addition to or in conflict with the terms and conditions to the attached Master License
Agreement, Schedule A to the Master License Agreement, Services Agreement and Work
Assignment Number are rejected unless such terms shall have been accepted in writing by
Pavilion.







	 	•	 	Changes in scope, lost time, or work which must be duplicated, through no fault of
Pavilion Technologies, will be subject to Pavilion’s change order process, and will be
invoiced to Customer at Pavilion’s hourly rate.







	 	•	 	All out-of-scope engineering services will be billed at the end of each month in which
services are performed, or after completion of the project, whichever occurs first.







	 	•	 	Customer and Pavilion will mutually agree to a project schedule. Delays due to
equipment or personnel limitations under Customer’s control that increase Pavilion’s costs
will be invoiced to Customer unless sufficient notice to avoid the cost is provided. These
increased costs may be due to underutilized personnel or unnecessary equipment
mobilization/demobilization.







	 	•	 	Travel and living expenses associated with engineering services will be invoiced at the
end of each month in which they are incurred.







	 	•	 	All invoices are net due 30 days and in US dollars.







	 	•	 	FOB Austin, Texas, USA.






	 	 	 	 	 
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ATTACHMENT B TO WORK ASSIGNMENT NUMBER 001




CARDINAL ETHANOL LLC

DRY MILL ETHANOL PLANTWIDE MPC




Remote Access Obligations




Pavilion has built a discount of 10% into the pricing of this fixed price project provided the
Customer allows Services to be provided via remote access. To qualify for this discount the
attached performance requirements must be met.




	 	1.	 	Ownership







	 	a.	 	Customer must provide a point of contact for resolution of remote access issues.







	 	b.	 	Customer will retain complete control of the remote access and take all
commercially reasonable measures to protect the Customer System from unauthorized
access. PAVILION WILL NOT HAVE ANY LIABILITY FOR THE ACTS OR OMISSIONS OF THIRD
PARTIES IN CONNECTION WITH THE PROVISION OF REMOTE ACCESS SERVICES.







	 	c.	 	Customer will be responsible for all reasonable technical, administrative
and financial obligations with respect to communication costs incurred in providing
Remote Access Services.







	 	2.	 	Functional capabilities







	 	a.	 	Pavilion can view and control the computer desktop, including use of the
“start” button and viewing programs running locally on the computer.







	 	b.	 	While working via remote access, Pavilion has an account with
privileges sufficient to perform application engineering activities.







	 	c.	 	The remote access link must allow bi-directional file transfer capability for both
ASCII and binary files.







	 	d.	 	The remote access link must allow a remote user to browse to all Pavilion
application web pages from the local system desktop.







	 	e.	 	For sites with Pavilion applications on multiple computers, the remote
access host must allow the remote user to tunnel (extend) remote access from the
remote access host through the Customer network to additional computers through the
use of VNC, PcAnywhere, Timbuktu, Remote Desktop or other remote access software.







	 	3.	 	Performance







	 	a.	 	The time required to log in to local desktop must be less than five (5) minutes.







	 	b.	 	The time required to open a 100 KB file in Notepad, modify the last line,
and save the modified file must be less than one (1) minute.







	 	c.	 	The time required to browse to Pavilion application logon web page must be less than
fifteen (15) seconds.







	 	d.	 	The time required to transfer a 100 KB file in either direction must be less than one
(1) minute.







	 	4.	 	Availability







	 	a.	 	If human assistance is required from the customer to gain access (e.g.,
activate a modem), it must be possible to contact the technician and establish
connectivity during normal Customer business hours within one (1) hour.







	 	b.	 	Remote access may continue beyond normal business hours. Remote access
will be terminated by Pavilion, and if requested, notification of termination will
be made upon disconnect.







	 	c.	 	Under normal circumstances, connections must last at least one (1)
hour without disruption.






As a condition to the use of Customer’s remote access system, Pavilion
agrees:




	 	1.	 	To comply with Customer remote access guidelines provided to Pavilion in writing by Customer.







	 	2.	 	To only use the Customer System for Remote Access Services purposes.







	 	3.	 	That it will not seek information on, obtain copies of, or modify files, tapes,
passwords or any type of data belonging to other
Customer System users unless specifically authorized to do so as part of the Remote Access
Services.







	 	4.	 	That it will not use the Customer System to intentionally develop or execute programs
that could harass other Customer System users, infiltrate the Customer System, or damage or
alter the Customer System.






	 	 	 	 	 
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